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l Lease No. CA 75(83)
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;c, EQUIPMENT LEASE AGREEMENT � �
;.; (Municipal Lease)
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�' Th'e Lease is made this ZaTH day of �ER , �
�� ' 1983 between Colorado National Leasing, Inc., a Colorado
,-� corporation ("Lessor") , and the Board of County Commissioners
:� � of Pitkin County, Colorado, a political subdivision o£ the
State of Colorado ("Lessee") . '.
t;� In consideration of the mutual covenants and promises
�� herein set forth, the parties agr�e as follows:. �
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1. LEASE. Lessor hereby leases to Lessee, and
;'� Lessee hereby leases and hires from Lessor, the property,
':� machinery and equipment ("Equipment") described in the Equipment t
�. Description (Exhibit A attached hereto and made a part hereof). i
j`j 2. TERM. This Lease shall commence on the date
:�:; hereof and unless sooner terminated as provided herein, �
shall expire five (5) years from the date of first delivery
of any item of the Equipment.
- _} :,. Y . �� �
�.
,:;� 3. RENT. Rent for the Equipment shall be in i
the amount set forth in the Equipment Lease Schedule (Exhibit
;;� B attached hereto and made a part hereof) . Lessee shall �
pay Lessor such rent in the amounts and at the times set '
��_� forth on Exhihit B at the office of• Lessor in Golden, Colorado, {
;�� or to such other person and/or at such other place as Lessor ;
`-� may from time to time designate in writing.
• �� � 4. USE. Lessee shall use the Equipment'in a �
�; careful and proper manner and shall comply with all applicable y. �:--
I� ' governmental laws, ordinances and regulai:ions in any way ' -z
relating to the possession, use or maintenance of the Equipment. �: ^�
If at any time during the term hereo£ Lessor supplies Lessee
with labels, plates or other markings, stating that the �
jt� Equipment is owned by Lessor, Lessee shall affix the same �
;'; to a.prominent place on the Equipment. n
} �.
�� 5. LESSEE'S INSPECTION; WARRANTY DISCLAIMER. �: ,
� �
(a) Lessee shall inspect the Equipment within
,� ' five (5) working days af ter receipt and installation thereof.
t� Unless Lessee within such period of time gives written notice
to Lessoz, specifying any defect in or other proper objection
to the Equipment, Lessee agrees that it shall be presumed,
� � as between Lessor and Lessee, that Lessee has fully inspected
�� and acknowledged that the Equipment is in good condition
;� and repair, and that Lessee is satisfied with and has accepted
� the Equipment in such good condition and repair. At or
prior to expiration of such inspection period, Lessee shall
execute and deliver to Lessor the Certificates of Acceptance 5:.=:�•`V.�;�
� (Exhibit C attached hereto and made a part hereof) . '�
(b) Lessor hereby assigns to Lessee for and � !
during the term of this Lease all manufacturer's warranties {
and guarantees, e:cpress or implied, with respect to the j
�' • Equipment, to the extent such warranties and guarantees �
are assignable. Lessee acknowledges that it selected each � ,
item of Equipmerrt based on its own analysis and investigation �
� from vendors chosen by Lessee and further acknowledges that �
Lessor made no representations or warranties in connection ��
with the Equipment or vendors. LESSOR MAK�S NO WARRI�NTY,
EXPRESS OR IMPLI�D, WITFI RESPECT TG THE EQUIPMENT AND �
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'`- EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING TFIi, MERCHANTAIIILITY
i, _ �
OF THE EQUIPM�NT, ITS FITNESS FOR A PARTICULAR PURPOSE,
� ITS DESIGN, CONDITION UR WORKMFINSHIP AND THE ENPORC�ABILITY
� i OF ANY WARRl\NTY OR GUARANTEE OF THE.MIINUFACTURER OF THE
I EQUIPMENT.
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f� � 6. LESSOR'S INSPECTION. Upon advance notice � .
to Lessee, Lessor shall at any and all times durinq business
;;r.� . hours have the right to enter into and upon the premises �
�" where the E ui ment ma be located for the ur ose o£ ins ectin �
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the same or observing its use.
'�r� :� 7. ALTERATIONS. Without the prior written consent
j; � ' of Lessor, Lessee shall not make any substantial alterations,
" additions or improvements to the Equipment.
�;:n..',-'�'� 8. REPAIRS. As between Lessor and Lessee, Lessee,
� ;� at its own cost and expense, shall keep the Equipment in
?t good repair and condition and shall bear all expenses of
` the maintenance and operation of the Equipment.
''� �
; � 9. INSURANCE; LOSS AND DAMAGE; AGREED OPTION
'� PRICE. Lessee shall keep the Equipment insured against
' all risks of loss or damage by fire and such other risks
- � �"`�` ? as are covered by endorsement commdnly known as supplemental
or extended coverage for the greater of the fair market
value thereof or the "Agreed Option Price" set forth in
s,�:".;;\� Exhibit B attached hereto with respect to the Equipment.
��.•�: Lessee shall also carry public liability and property damage
;� insurance covering the Equipment in amounts not less than �
, $200,000 in respect of bodily injury or death to any person, �
, � not less than $500,000 in respect of any one accident, and �
, � ;� • not less than $100,000 in respect of property damage. All
� Y"°�+ such liability insurance shall insure both Lessor and Lessee � _;_.
and all such property damage insurance shall name Lessor i t
� as loss payee as its interest may appear. Lessee .may effect i '"
such coverages under its blanket policies. No loss or damage
to the Equipment or any part thereof shall impair• any obligation �
,�;:<� of �the Lessee under this Lease which sha11 continue in full �
�:.`. force and effect. In the event of loss or damage of any
- kind whatever to any item of Equipment, the proceeds of '
� ,� such insurance shall be applied to any item of Equipment:
S'"h- .
i, � (a) To place the same in good repair, condition
and working order, or replace the same with like Equipment
:: � in good repair, condition and working order; or
� R (b) If, in the reasonable judgment of Lessor,
�_, ;� , the Equipment is determined to be lost, stolen, destroyed
'��`' � or damaged beyond repair, Lessee shall pay Lessor therefor
����='- ' in cash, to the extent the insurance proceeds paid to Lessor (((
� may be insufficient, and only to the extent of an appropriation �
therefor, the Agreed Option Price set forth in Exhibit B
'• determined as of the date of the last full rental payment
����` made by Lessee, plus interest on such Agreed Optien Price
�;',
;'::�" at the rat� set forth in Exhibit B from the date of the
��`�`'.�� last full rental payment until the date of payment for the
`§���` Equipment. Upon such payment this Lease shall terminate
.,�t,.:
'+°-r:,' with respect to the Equipment so paid for and Lessor will
�ty thereupon execute and deliver to Lessee a bill of sale trans-
f_,• �
���= ' ferring such Equipment to Lessee "AS-IS-WHERE-IS," WITHOUT
��� WARRANTY, EXPRESS OR I:�IPLIED, WITH RESPECT TO ANY MATTER i
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fY't'i WHAT SOE VER. ' :
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�°=i� 10. SURRENDER. Except as provided in paragraph
�j`` 20 hereof, upon the e:cpiration or earlier termination of
Ri�,
��;;; this Lease, Lessee shall (unless Lessee has purchased the
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�'_• ' Equipment pursuant to paragraphs 9 or 19 hereo£) return
'-' " the same to Lessor in good repair, condition and working
;i;.,;;,:� order, ordinary wear and tear resulting from proper use
thereof excepted, by delivering, at Lessee's sole cost and
expense, possession oP the Equipment to Lessor at such place
'�"''� as Lessor may designate. ;:. '
��,.�';I 11. TAXES AND LIENS.
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' � (aj Lessee agrees to pay and to the.extent �
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authorized by law to indemnify and hold Lessor harmless � �
'���'"': from all license, sales, use, personal property or other `• .
Y��'_ taxes together with an}r penalties, fines or interest thereon
��;;•�. imposed or levied with respect to the Equipment or the ownership, �
�,�`"� delivery, lease, possession, use, operation, sale or the
'� disposition thereof, or upon the rentaZs or earnings arising
��" therefrom.
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?r:;,;�- (b) Lessee shall not directly or indirectly
""��` create, incur, assume or suffer to exist any security interest,
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!::;�:; lien or encumbrance on or with respect to any item of Equipment
,'�•';`,,: or any interest therein. Lessee shall promptly, at its
;?_I'; expense, take such action as may be necessary to discharge
�:=: any such security interest, lien or encumbrance as and when
-• ^���� the same sha11 arise.
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12. LESSOR'S PAY�IENT. Tn case of the failure
�;;;°�;: of the Lessee to procure or maintain insurance on the Equipment,
«'�'' pay taxes on or with respect to the Equipment or maintain
t the Equipment free and clear of any security interests, '
i �� liens and encumbrances, as herein specified, Lessar shall
t,., .:
have the right, but not be obligated, to effect such insurance,
!. to pay such taxes an3 discharge such security interest, �
� ^"�"-' liens and encumbrances and the cost thereof shall be repayable
�Y��"'�'� to Lessor with the next installment of rent.
13. DEFAULT. An "Event of Default" shall occur � •c`'
� , if the Lessee shall fail to pay the rent due and payable fi';
" under Exhibit B attached hereto within ten (10) days after
(i � the same is due and payable, or if the Lessee shall £ail
to observe, keep or perfonn any other provision of this i ,
,�l Lease for a period of ten (10) days after receipt of written
4,, �� notice thereof. Upon the occurence of an Event of Default,
r;:_::_,7 Lessor shall have the right to exercise any one or more �.
;;.;� of the following remedies:
�`�' _
'sr'= � (a) To terminate this Lease and to sue for �
- and recover all rents and other payments then accrued and
unpaid hereunder and all rents and other payments which
�:,.;-.::`; • will accrue during the ten current fiscal year of Lessee. �. ;`'
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(b? To retain all rentals and to take possession
� of any or all items of Equipment, without further demand
i,;.y or notice and without any court order or other process of
I� law, and either to remove the same or to lease the same
� to others.
��
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s�.-_°.. 14. TERMxNATION FOR NON-APPROPRIATION. Notwithstanding
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�r��;z; anything herein to the contrary, if Lessee does not appropriate
ix�':i�;°: Eunds for any fiscal year of Lessee during the term hereof
�;.,,y,; sufficient to pay the amounts due hereunder in such fiscal
��''• year and Lessee has exhausted all funds legally available
�;�� for payments due under this Lease, Lessee may, by written
�l�:
�,:,�� notice given to Lessor no later than ten (10) days after
�°��?'' adoption of the budget for such fiscal year, p
thereu on terminate
� this Lease. Upon such termination, Lessee shall return i
;ki� � the Equipment to Lessor in accordance with paragraph 10 �
��y,, . hereof and pay a21 rents and other payments due to Lessor ,
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: 'i for periods prior to the date the Equipment is so returned
;,; � to Lessor. If Lessee terminates this Lease under the pro-
;::� visions. of this paragraph #14, Lessee may not, during the
;;:;'� remaining term of this Lease, replace the �quipment subject
to this Lease with like kind or similarly functional Equipment j;
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or acquire the use of replacement Equipment.
f:`:;� 15. ASSIGNMENT. Without the prior written consent �,,
of Lessor, Lessee sha11 neither assign, transfer, pledge �
�; or hypothecate this Lease, the Equipment or any part thereof,
<y: or any interest therein, nor sublet any item of Equipment.
�°' It is understood that Lessor contemplates assigning this �
°A^�' Lease or interests in the Equipment and that Lessor's assignee
;�:.
�� may also assign ±he same. All rights of Lessor hereunder
;;.'::� may be assigned, transferred, or otherwise disposed of,
''�'� either in whole or in part, without notice to Lessee; provided,
``� however that no assignment of this Lease or any interest
;.a
;-� therein shall be made except subject to the riqhts granted
'=.%t to the Lessee by virtue of this Lease; and provided further
?`.+�� that no assignee of Lessor shall be obligated to perform
�� an dut
y y, covenant or condition required to be performed
s`=' by Lessor under the tesms of this Lease.
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16. PERSONAL PTtOPERTY. The Equipment is, and
shall at all times be and remain, personal property not- i
r,:, withstanding that the Equipment may be affixed or attached !
to, or imbedded in, or permanently resting upon, real property
��' or any building thereon, or attached in any manner to what
�;;:, is permanent as by means of cement, plaster, nails, bolts,
�;; screws or otherwise.
"- 17. INDEMNITY; LIr1ITS OF LIABILITY. To the extent �
;� authorized by law, Lessee hereby assumes liability foZ and i:
. ;� agrees to indemnify and hold Lessor harmless from and against I
���� any and all debts, liabilities, obligations, claims and � Y,
expenses, including court costs and attorney's fees, incurred �
by or asserted against Lessor in connection with, arising ( �;�
;� out of or incident to the ownership, delivery, lease, possession, �
, use, operation, condition, sale or other disposition of �I
� any item of Equipment. Lessor is not responsible for any t
�=� xepairs or service to the Equipment or any defects therein. �
;['� Lessor shall not be liable for any consequential, incidental
or special damages of any character as a result of or arising
�;� out of the lease of the Equipment, or any item thereof,
g� including loss of profits, property damage or lost production,
whether suffered by Lessee or any other person.
���� .
;,:� 18. INTEREST. Should Lessee fail to pay any part
;� of the rent herein reserved or any other sum required by
�:� • Lessee to be paid to Lessor, without ten (1Q) days after
4� the due date thereof, Lessee shall pay to the Lessor interest - .
on such delinquent payment from the due date until paid I
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at the rate of 18�.
19. OPTION. Provided Lessee is not in defau2t ' f'-'``�'.
z_; in the performance of its obligations hereunder, Lessee ;'� •'�'
" shall have the option, at any time after one (1) year from
;' the commencement of this lease to purchase the Equipment
for an amount equal to the Agreed Option Price thereoE set
forth in Exhibit B at the date of the last full rental payment,
` plus interest on such Agreed Option Price at the rate set
' � forth in Exhibit B from the date of the last full rental
�' payment until the date of payment for the Equipment. Such .
option to purchase the Equipment shall be exercised by the
,, payment of the Agreed Option Price plus interest as herein
provided to Lessor at Lessor's office in Golden, Colorado.
If Lessee exercises the option to purchase the Equipment,
' � title thereto shall thereupon become vested in Lessee and
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� 'i Lessor will thereupon execute and deliver to Lessee a bill
�.�..� of sale transferring such Equipment to Lessee "AS-IS-WHERE-
IS"� WITIiOUT WARRANTY, EXPRESS OR IMPLI�D, WITH RESPECT
1.;::.� TO ANY MATTER WHATSOEVER.
20. EXPIRATION. If Lessee shall comply with a12
�'�. � provisions of this Lease on its part to be kept and performed, "�
�';`.� then upon the expiration of this Lease, all right, title
:� and interest of Lessor in the Equipment subject to this �
t Lease shall vest in and become the property of Lessee, and i. .,
�<�:- � Lessor will thereupon execute and deliver to Lessee a bill '
� of sale transferring such Equipment to Lessee, "AS-IS-WHERE- �
Yf� IS", WITHOUT WARRANTY, EXPRc^,SS OR IMPLIED, WITH RESPECT
y;,: � TO ANY MATTEF2 WHATSOEVER. '
3",, .
���= 21. TAX EXEMPTION. The "Rent", "Interest", "Agreed
�"'� Option Price" and other computations set forth in this Lease
r" and exhibits attached hereto have been fixed and computed
�:a;':
�`.•:;:,' upon the assumption that the amount designated as "Interest"
�'�:: will be exempt fram federal income taxation and (if so noted
- on Exhibit Bj state income taxation in the hands of the
Lessor and its assignees. If it is determined that such
±�� "Interest" payments are not so exempt, then the items of
� "Rent", "Interest", "Agreed Option Price" and related computations
_ �; payable by the Lessee to Lessor hereunder shall be adjusted
� so as to provide Lessor with the amount of such items as
shall equal, on an after tax basis, the amount thereof set
forth in this Lease and Exhibits attached hereto. The method
'. and timing of the payment of such adjustment shall be as
�L�,',',;�
mutually agreed upon promptly following notice to Lessee
of the need for such adjustment.
i==::
22. FINANCIAL STATEMENTS. Lessee shall furnish
. ::': to Lessor, within six (6? months after the end of each fiscal '
� ,"':= year of Lessee, financial statements of Lessee which shall
include a balance sheet and statement of revenue and expense
_ of Lessee for the year and such other information and reports
as Lessor shall reasonably request. Al1 such finaacial �r
statements shall be certified to be true and correct by
f�;`;. the appropriate officer of Lessee. •
�..;. ''
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23_ CLAIMS. Lessor hereby appoints and constitutes
: I,essee as its agent and attorney-in-fact during the term
�v� of this Lease to assert and enforce, at the sole cost and � '�
i expense o£ the Lessee, whatever claims and riqhts the Lessor .
may have as owner of the Equipment against any veridors,
� : manufacturers, suppliers or contractors in respect thereof. �
24. NON-WAIVER. No waiver of any of the Lessee's `�
, :•� ` obligations under this Lease shall be deemed to take place
� unless such waiver has been made in writing and signed by 4
�.;;:� the Lessor. Failure ta e:cercise any remedy which Lessor
` may have under this Lease or any other acquiescence by the ` -
r Lessor in any default by the Lessee shall not constitute �
't' a waiver of any obligation of Lessee hereunder, includinq , ,�_
t�'�.; the obliqation as to which Lessee is in default.
�'��:.t; ' �'~
�<�: 25. CONCURR�NT REMEDIES. No right or remedy conferred
'�;:�' upon or reserved to the Lessor in this Lease is exclusive !
�,s of any other right or remedy provided or permitted herein �
�j�% by law or equity; but each shall be cumulative of any other
���*' right or remed •
�-*.�.; y given hereunder, or now or hereaf ter existing �
�{;:r at law or in equity or by statute or otherwise, and may ;
�;; be enforced concurrently therewith, or from time to time.
�".t: �
��� 26. MODIFICATION. This Lease constitutes the
�.e:: ;
; � entire agreement between Lessor and Lessee and shall not
;?��;.' be amended, aItered or modified except in a writing signed
�i.;; by the parties hereto. �
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��-�_ 27. NOTICES. All notices required or permitted
;�;,,. hereunder shall be sufficient if delivered personally or
mailed to the parties at the address hereafter set forth �,
�;�;`.. or at such other address as either party may designate in ,�"�
�'"'� writing from time to time. Any such notice shall be effective
�':� 48 hours after it has been deposited in the United States
;�;, mail, duly addressed and with postage prepaid.
;�`;, 28. GOVERNING LAW. This Lease and other instruments
��br� • or documents executed by the parties hereto, and the rights �
��;: and duties of the parties hereto, shall be construed and y'
'� enforced in accordance with the laws .of the State of Colorado.
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'""� 29. TIME. Time is of the essence of this Lease '
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�:Y� and each and all of its provisions. .
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�`"`' 30. SEVERABILITY. If any provision in this Lease
�rr�:,
;n;:; or the application of such provision to any person or circumstance
;R�;� shall be invalid, illegal or unenforceable, the remainder
"�' of this Lease or the application of such provision to persons
{✓-� or circumstances other. than those to which it is invalid,
illegal or unenforceable shall not be affected thereby.
��wr• 31. ASSIGNMENT BY LESSOR. No assignment or re-
_ assignment of any of Lessor's right, title or interest in
�`;-'` this Lease or the Equipment shall be effective unless and
;�,:_,� until Lessee shall have received a duplicate original counter- i
�:�- part of the document by which the assignment o= reassignment '
�i. :� is made, disclosing the name and address of each such assignee;
;<�- provided, however, that if such assignment is made to a '
g;�� bank or trust company as paying or escrow agent for holders �
!�;;. of certificates of participation in the Lease, it shall
'���' thereafter be sufficierit that a copy of the agency. agreement • �,
�..a= .
_ shall have been deposited with Lessee until Lessee shall ='_�
have been advised that such agency agreement is no longer � }�
- - in e£fect. During the Lease term Lessee shall keep a complete � F
��` and accurate record of all such assignments in form necessary '
`r"-;� to comply with the United States Internal Revenue Code, �
k�"` �
:�::� Section 103(j) , and the regulations, proposed or existing, �
`;��.
from time to time promulgated thereunder. i �
Y:=:
�� IN WITNESS WHEREOF, the parties hereto have executed
�`� this Lease the day and year first above written.
:';: -
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.1,:
- LESSOR:
� ` ' COLORADO NATIONAL LEASING, INC.
�;�,' •
K;;,'
��; By . �.
�_-' . Bldg. 51, Suite 150 �
�i�- 14142 Denver West Pkwy. i '
�x;, Golden, Colorado 80401 �
� i
p��+t";: LESSEE: I
k'a�,' , i.
�' BOARD OF COUNTY COMMISSIONERS
�
�'f�,_ � PITKIN COUNTY, COL RADO
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By: ��
eo e Madsen, Chairman
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